a powerful combination, a stronger future -...

PENTAIR & TYCO FLOW

PENTAIR AND TYCO FLOW A Powerful Combination, A Stronger Future

MARCH 28, 2012

2PENTAIR & TYCO FLOW

Randall J. HoganChairman and

Chief Executive Officer

Pentair, Inc.

Edward D. BreenChairman and


Tyco International, Ltd.


FORWARD-LOOKING STATEMENTSFORWARD-LOOKING STATEMENTS

This presentation may contain certain statements about Pentair, Inc. (“Pentair”), Tyco Flow Control International Ltd. (“Tyco Flow”) and Tyco International Ltd. (“Tyco”) that are “forward-

looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this presentation may include

statements about the expected effects on Pentair, Tyco Flow and Tyco of the proposed merger of Pentair and Tyco Flow (the “Merger”), the anticipated timing and benefits of the

Merger, Pentair’s and Tyco Flow’s anticipated standalone or combined financial results and all other statements in this document other than historical facts. Without limitation, any

statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “intends”, “will”, “likely”, “may”, “anticipates”, “estimates”, “projects”, “should”,

“would”, “expect”, “positioned”, “strategy”, “future” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are

based on the current expectations of the management of Pentair, Tyco Flow and Tyco (as the case may be) and are subject to uncertainty and changes in circumstances and involve risks

and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a

number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Merger and other risks related to the

completion of the Merger and actions related thereto; Pentair’s and Tyco’s ability to complete the Merger on anticipated terms and schedule, including the ability to obtain shareholder

or regulatory approvals of the Merger and related transactions; risks relating to any unforeseen liabilities of Pentair or Tyco Flow; future capital expenditures, expenses, revenues,

earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; business and management strategies and the expansion and growth of

Pentair's or Tyco Flow’s operations; Pentair’s and Tyco Flow’s ability to integrate successfully after the Merger and achieve anticipated synergies; the effects of government regulation on

Pentair’s or Tyco Flow’s business; the risk that disruptions from the transaction will harm Pentair’s or Tyco Flow’s businesses; Pentair’s, Tyco Flow’s and Tyco’s plans, objectives,

expectations and intentions generally; and other factors detailed in Pentair’s and Tyco’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including their Annual

Reports on Form 10-K under the caption “Risk Factors”. Forward-looking statements included herein are made as of the date hereof, and none of Pentair, Tyco Flow or Tyco undertakes

any obligation to update publicly such statements to reflect subsequent events or circumstances.

ADDITIONAL INFORMATION

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of a vote or proxy. The Merger will be submitted to a vote of

Pentair shareholders and the proposed distribution of Tyco Flow to Tyco shareholders will be submitted to a vote of Tyco shareholders. In connection with the Merger, Tyco Flow will file

a registration statement on Form S-4 with the SEC. Such registration statement will include a proxy statement of Pentair that also constitutes a prospectus of Tyco Flow, and will be sent

to Pentair shareholders. In addition, Tyco Flow will file with the SEC a Form 10 and Tyco will file a proxy statement with the SEC related to the proposed distribution of the Tyco Flow

shares that will be sent to Tyco shareholders. Shareholders of Pentair and Tyco are urged to read the proxy statements and other documents filed with the SEC when they become

available because they will contain important information about Pentair, Tyco Flow, Tyco and the proposed transactions. Shareholders will be able to obtain copies of these documents

(when they are available) and other documents filed with the SEC with respect to Pentair, Tyco Flow and Tyco free of charge from the SEC's website at www.sec.gov. These documents

(when they are available) can also be obtained free of charge from Pentair upon written request to Investor Relations Department, Pentair, Inc., 5500 Wayzata Blvd., Suite 800,

Minneapolis, MN, 55416, or by calling (763) 545-1730, or from Tyco or Tyco Flow upon written request to Investor Relations Department, Tyco International Ltd., 9 Roszel Road,

Princeton, NJ, 08540, or by calling (609) 720-4200.

PARTICIPANTS IN THE SOLICITATION

Pentair and Tyco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the

proposed transaction under the rules of the SEC. Information about the directors and executive officers of Pentair may be found in its Annual Report on Form 10-K for the year ended

December 31, 2011 filed with the SEC on February 21, 2012 and definitive proxy statement relating to its 2012 annual meeting of shareholders filed with the SEC on March 9, 2012.

Information about the directors and executive officers of Tyco may be found in its Annual Report on Form 10-K for the year ended September 30, 2011 filed with the SEC on November

16, 2011 and definitive proxy statement relating to its 2012 annual general meeting of shareholders filed with the SEC on January 13, 2012. These documents can be obtained free of

charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statements when it becomes available.


Well-Positioned to Serve the “New” New World- Growing Population and Wealth of Developing Economies

A World-Leading ~$7.7B* Industrial Growth Company

GREAT INDUSTRIAL COMBINATION

A Global Leader in Flow, Filtration and Equipment Protection

Strong from the Start- More Global, More Diverse and More Scale

Stronger in the Future- Substantial Synergies Expected with Enhanced Financial Strength

1

2

3

4

* Combined projected 2012 pro forma revenues. Tyco Flow financials calendarized to December.


TRANSACTION SUMMARY

Structure and

Consideration

• Stock-for-stock exchange using Reverse Morris Trust structure

• The Tyco Flow Control business will be distributed to Tyco International shareholders through a tax-free spin-off; then immediately merged with Pentair

• Total Consideration approximately $4.9B*, including ~$275M of Tyco Flow net debt assumed and $94M of minority interest

Ownership(new Pentair)

• Approximately 52.5% Tyco International shareholders

• Approximately 47.5% Pentair shareholders

• ~214 million total diluted shares expected to be outstanding

Governance• Pentair’s Chairman/CEO and executive team to lead combined company

• Pentair Board of Directors plus two board members designated by Tyco

Merged

Company

• Company Name: Pentair; Listing: NYSE (ticker: PNR)

• Incorporation: Switzerland; Main U.S. offices: Minneapolis, MN

Financial

Benefits

• Projected ~$0.40 Accretive to 2013 EPS; Expect 2015 EPS of >$5.00

• Expect ~$250M annual synergies with full realization by Year 3

• Expect combined proforma 2015 EBITDA of ~$1.7B

Conditions and

Expected Closing

• Pentair and Tyco International shareholder votes

• Customary closing conditions and relevant tax authority approvals

• Expected closing at the end of September 2012

Unique Value Creation Opportunity* Consideration based on PNR $40.26/share


Edward D. BreenChairman and


Tyco International, Ltd.


TRANSACTION CONSIDERATION• Implies total value for Tyco Flow of ~$4.9B*, before the benefit of synergies

- 52.5% ownership in the total merged company

- Pentair assumes $275M of Tyco’s net debt and $94M of minority interest

• Expected close at the end of September 2012, consistent with overall timing of Tyco separation

• Tax efficient structure for Tyco and its shareholders

* Consideration based on PNR $40.26/share. Total value also includes value of net debt and minority interest.** Tyco Flow financials calendarized to December. EBITDA excludes non-recurring items. 2012 “SpinCo” EBITDA includes ~$80M of total corporate standalone costs.

TYCO FLOW EBITDA** IMPLIED EBITDA MULTIPLESTEV = ~$4.9B*

2011“Carve-Out”Adj EBITDA

2012“SpinCo”

Adj EBITDA

at 2012“SpinCo”

Adj EBITDA

at 2011“Carve-Out”Adj EBITDA

$435M~$515M ~11.3x

~9.5x

Immediate Value to Tyco Shareholders

Average

~10.4x


SIGNIFICANT BENEFITS TO TYCO SHAREHOLDERS

Combination Significantly More Compelling than Standalone

• Majority Ownership of the Highly Attractive Tyco Flow/Pentair

Combined Company- Stronger, more attractive competitor than Tyco Flow on standalone basis

- Forms a premier global leader in flow, filtration & equipment solutions

- Greater exposure to higher growth geographies and end markets

• Participation in Considerable Value Creation Resulting From

the Combination- 52.5% ownership and enhanced multiple for Tyco Shareholders

- More than $1B in value on Day One on a combined basis

- Incremental $1.4B in value over next few years on a combined basis

• Combination with a Highly Complementary Strategic Partner

with Proven Track Record as a Public Company




Pentair, Inc.


… A Powerful Combination

A Global Leader in Industrial

Valves and Controls

Strong Regional Leader in Water

and Environmental Solutions

A Global Leader in Industrial

Heat Management Solutions

Strong Lean/Six Sigma Journey

Strong Cash Flow Generation

Broad Global Reach

TWO GLOBAL LEADERS

Emerging Presence in Industrial

Fluid Processing Solutions

A Global Leader in Water Flow

and Filtration Applications

A Global Leader in Equipment

Protection Solutions

Proven Operational Excellence

and Lean Discipline

Strong Cash Flow Generation

Building Global Presence

STRENGTHENS FLUID

PROCESS SOLUTIONS

EXTENDS WATER

OFFERINGS

ADVANCES THERMAL

CAPABILITIES

ENHANCES

GROWTH POTENTIAL


Water & Environ. Water & Fluid

Thermal Controls Technical Products

Valves & Controls Flow Control

STRONG STRATEGIC FIT

Complementary Capabilities to Best Serve Customers

PENTAIRSALES BY SEGMENT

TYCO FLOWSALES BY SEGMENT

COMBINED COMPANY SALES2012 pro forma PROJECTED SALES ~$7.7B*

Water &

Fluid

Solutions,

~70%

Technical

Products,

~30%

Valves &

Controls,

~60%

Water &

Environ.,

~20%

Thermal

Controls,

~20%

Projected 2012 Sales: ~$3.7B

Projected 2012 Sales: ~$4.0B*

Technical

Products,

~30%

EP

FC

W&F

Water &

Fluid

Solutions,

~45%

Equipment

Protection

Solutions,

~25%

Flow

Control,

~30%

* Tyco Flow financials calendarized to December.


SERVING HIGHLY ATTRACTIVE GROWTH SECTORS

Driven By Strong Secular Growth Trends

• Increased Scale in Attractive Growth Sectors

• Sales Mix: Estimated 35% Project

DIVERSE VERTICALSCOMBINED 2012 pro forma PROJECTED SALES MIX

Industrial,

~35%

Energy,

~25%

Infrastructure,

~10%

Comm’l,

~10%

Industrial� Performance & Quality� Efficiency� Hazardous

Energy� Efficiency� Unconventional� Technology

Global Water� Scarcity� Regulation� Sustainability

Infrastructure� Aging� Capacity Needs� Urbanization

SECULAR TRENDS DRIVING DEMAND

Residential,

~20%


EXPANDED GLOBAL REACH

Fast Growth Regions ~25% of Combined Sales

~40%US & CANADA

~35%DEVELOPED

REST OF WORLD

WORLDWIDE>100 Manufacturing Facilities

>90 Service Centers

>30,000 Employees

� Significant US Residential Installed Base

� US Industrial Sector Strength

� Continued Increase in Demand for Oil and Gas, Power

� Broader Offering, Recognized Brands, Plus Service Centers in Large, Fragmented Market

� Rising GDP and Urbanization Driving Infrastructure, Energy & Water Demands

� Robust Industrial Sector

� Greater Scale in Fast Growth Regions Across All Businesses

~25%FAST GROWTH

REGIONS


POSITIONED TO SERVE THE “NEW” NEW WORLD

Presence, Breadth and Expertise to Serve “New” New World

Industrialization InfrastructureResource Scarcity Quality of Life

&

>4 Billion Reaching

Middle Class Globally

Needs and Wants Are

Driving DemandIncreasing Population and Wealth

of the “New” New World

FoodInfrastructure/Industry(Transportation and Manufacturing)

Energy


VALUE CREATION ROADMAP

Clear Strategy, Focused Execution and Proven Framework

CLEAR VISION,

CONSISTENT STRATEGY

PERFORM AT A

HIGHER LEVEL

EXECUTE OUR

PROVEN STRATEGY

LEVERAGE COMBINED

STRENGTHS

Focus on Key Value

Creation Metrics:

- Organic Sales Growth +

Key Acquisitions

- Op Margin Expansion

- Prioritized Growth

- Cash Flow > NI

- ROIC

Based on the Pentair

Integrated Management

System (PIMS)

- Lean Enterprise

- Talent Process

- New Product

Development Roadmap

- Rapid Growth Process

Shared Vision and

“Win-Right” Culture

Leverage Process and

Cash Flow Disciplines

Strong Customer-Centric

Business Models

Clear, Simple, Global

Vision based on “New”

New World

Shareholder Value

Creation Has Always

Been Our #1 Goal

NEW


• Both Companies’ Shareholders Expected to Benefit From Structure

– Tax-Free Distribution and Merger

• Immediate, Substantial Synergies Anticipated

– 1/3 of Synergies ‘Day One’ with One Corporate Structure + Greater Tax Efficiencies

– $250M Expected Annual Synergies by 2015 … Plus Revenue Synergies All Upside

• Focused Integration Planning Already Underway

– Structure, Sourcing & Standardization with Dedicated Resources

• Proven PIMS Framework and Experienced Management Team

– Maintained Op Expenses at <20% of Sales for Last 5 Years, while Consistently

Increasing R&D Investments and Resources

– Customer-Centric, Market Focused Approach

SUBSTANTIAL VALUE-CREATION OPPORTUNITIES

Planning, Framework & Experience to Ensure Integration Success


INTEGRATION LEADERSHIP

Valves &

ControlsThermal

Water &

Environ.Pentair

Dedicated Resources to Capture Synergistic Potential

Leaders by FunctionBusiness

Process

Sourcing/

Indirect

Lean/RE

Logistics

Finance/IT

Selling/

Marketing

HR/

Culture

Legal/

Compliance

Executive/

Board

INTEGRATION TEAM

Reporting Directly to Chairman/CEO

INTEGRATION LEADER

Program Management Office (PMO)

Integration Team Will Consist of

~25 – 40 Proven Leaders

• Primary Focus on Structure,

Standardization, Indirect

Spend, Direct Materials and

On-Boarding

• Function and Geographic

Region Focus

• Pentair + Tyco Flow

Leadership

• Supported by PMO Office

• First 100 Days Plan Already

Underway


Safety, Quality, Delivery, Cost and Cash Focus

Attracting and Developing Top Talent

Prioritizing Investments & Innovation

Building Growth Capabilities

GLOBALTALENTSYSTEM

PeopleSoft

Staffing

PerformanceRewards

Development

PeopleSoft

Staffing

PerformanceRewards

Development

LEAN ENTERPRISE

PENTAIR INTEGRATED MANAGEMENT SYSTEM

Proven PIMS Framework To Drive Value


Increased Penetration & Systems Content

Greater Emerging Market Presence

Benefits from Scale & Technology Platforms

Leverage Service Footprint to Grow Aftermarket & Recurring Revenue

REVENUE SYNERGIES … FURTHER UPSIDE (NOT IN SYNERGY NUMBERS)

Tremendous Value Creation Potential

Oil & Gas• Oil and Gas

Separation

• Protective

Enclosures

• Gas Recovery

• Dewatering ...

• Valves

• Heat Mgmt

• Sensing &

Controls

• Broad Service

Capabilities …

• Water Supply &

Disposal

• Water & Fluid

Separation

• Recycling &

Recovery …

• Transport &

Treatment

• Automated

Valves/Control

• Emission

Monitoring …

Power

Water

Food & Bev.

1

2

3

4

A FEW CROSS-SELLING EXAMPLES


• More exposure to attractive markets

and customers

• Expected higher earnings and greater

end-market diversity in future

• Stronger balance sheet with greater

financial flexibility

• Ability to leverage PIMS across

larger enterprise

• Tax-free merger with more efficient

structure going forward

A “WIN-WIN” COMBINATION

• Majority ownership of more attractive

company vs. standalone

• Expected higher earnings from the start

and more predictable earnings growth

• Growing dividend at Pentair with 36

consecutive years of increases

• SG&A leverage in corporate and

fast growth regions

• Tax-free spin-off

PENTAIR SHAREHOLDERS TYCO SHAREHOLDERS

Shareholder Value Creation is Our #1 Goal


John L. StauchChief Financial Officer

Pentair, Inc.


FINANCIALLY COMPELLING

• Transaction Consideration ~$4.9B*($4.5B in equity; $275M in net debt and $94M in minority interest assumed)

– ~8.8x Expected SpinCo Tyco Flow 2012 EBITDA**, plus Day 1 Cost Avoidance Synergy

– Favorable to Both Pentair’s and Tyco Flow’s Shareholders

• Expect Highly Accretive to Earnings … Adds Estimated $0.40 to 2013 EPS

– $200M in Anticipated Annual Cost Synergies … Expect Full Realization by Year 3

– Plus ~$50M in Expected Tax Synergies … Projected Ongoing Effective Tax Rate of ~24-26%

– Deleveraging of Balance Sheet Creates Incremental EPS Opportunity

• Expect ~$1.3B in Combined EBITDA in 2013

– Invest in High Growth Verticals and Return Cash to Shareholders

– Expected Deal ROIC >10% by Year 3, with Pentair ROIC ~13%

• Proven Management Team … Leading Processes

– Strong Track Record with PIMS, Lean and Significant Cost Reduction Programs

– Focused Integration Planning and Strategy

Unique Opportunity to Create Significant Shareholder Value* Consideration based on PNR $40.26/share. Total value also includes value of net debt and minority interest.** Tyco Flow financials calendarized to December. EBITDA excludes non-recurring items. 2012 “SpinCo” EBITDA includes ~$80M of total corporate standalone costs.


TRANSACTION CONSIDERATION

2012“SpinCo”

Adj EBITDA

~$515M~$555M

at 2012 “SpinCo”

+ “Day 1” Cost Avoidance

• Tyco Ownership in Combined Co. = 52.5%

PNR Ownership in Combined Co. = 47.5%

• Tyco Flow Net Debt = $275M

• Tyco Flow Minority Interest = $94M

• Tyco Flow Total Enterprise Value = ~$4.9B*

~8.8x

• Tyco Flow Segment EBITDA Margin ~15%+

• Corporate Cost Adds Estimated at ~$80M

or ~2% of Net Sales, Including Standalone

Public Company Costs

Day 1 Value Locked + Synergies and Enhanced Growth Potential

IMPLIED EBITDA MULTIPLESTEV = ~$4.9B*

TYCO FLOW EBITDA**

~9.5x

at 2012 “SpinCo”

2012“SpinCo”

Adj EBITDA

Includes ~$80M

Standalone Corp Costs

* Consideration based on PNR $40.26/share. Total value also includes value of net debt and minority interest.** Tyco Flow financials calendarized to December. EBITDA excludes non-recurring items. 2012 “SpinCo” EBITDA includes ~$80M of total corporate standalone costs.

Plus Day 1 Cost

Avoidance Synergy Average

~9.2x


• Operating/G&A Cost Synergies: ~$160M

– Direct/Indirect Sourcing Opportunities

– Lean/PIMS in Factories: Deploy in Tyco Flow

– IT/Finance/HR Standardization

– Management and Regional Business Integration

• ‘Day One’ Cost Avoidance: ~$40M

– ~$80M Public Company Corporate Cost Avoidance,

Net of ~$40M Integration/Corporate Investments

• ‘Day One’ Tax Synergies: ~$50M (Below the Operating Line)

– Expect Annualized Tax Rate of ~24-26% (vs. current PNR ~29%)

• Revenue Synergies … All Upside Potential

– Cross-Selling of Channels, Verticals, Products and Services

– Not Assumed in Accretion and Cash Flow Forecasts

VALUE CREATION POTENTIAL

~$250M

Corp Cost

Avoidance

Tax

Synergies

Cost

Synergies

~$1B in Value Day 1 from Corp Cost Avoidance + Taxes

RUN-RATE SYNERGY ESTIMATE

Estimated One Time Costs of $230M

(~1/3 is Non-Cash Inventory Step-Up Costs)

~$200M of Operational

Synergiespre-tax

ANTICIPATED PRE-TAX SYNERGIES


• Direct/Indirect Sourcing

– Benefit from Global Procurement and Indirect

Sourcing Capabilities

– Leverage Company-Wide Standard Vendor Lists

– Insource/Resource Common Buys

• Operations / Lean

– PIMS Works … Proven Processes Utilizing

Standard Work and Cultural Influence

• Global Structure … Significant Opportunity

– Drive to Standard Systems and Processes in

IT/Finance/HR to Reduce G&A

– Integrate and Leverage Regional Sales and Service

Locations … Focus in Fast Growth Regions

– Pentair G&A ~7.5% of Sales …

Tyco Flow “SpinCo” >10.5%

– No Reductions in R&D

COST SYNERGY DRIVERS

Expected Annual Synergies of ~$250M by 2015

2013 2014 2015

~$140M

~$200M

~$250M

Direct/

Indirect

Sourcing

Ops/

Lean

Global

Structure:

G&A,

Selling/

Mkting

EXPECTED SYNERGIES

Tax

Synergies

Tax

Synergies

Tax

Synergies

~$90M

~$150M

Operational

Cost

Synergies

Operational

Cost

Synergies

~$200MOperational

Cost

Synergies


STRONG CASH FLOW GENERATION

2012

EBITDA EBITDA

with Synergies + Growth

~$1.1B

~$1.3B

Expected

Debt/

EBITDA

• Target Solid Investment Grade Rating

• Committed to Dividend Growth(36 Straight Years of Increases)

– Expect Annual Dividend to Equal $0.88/Share at Start

• Invest in High Return, Growth Platforms, both Organic and M&A

• Projected Cash to be Returned to Shareholders Through Share Buybacks and Dividends (~$1.8B over

3 years estimated, in projections)

Cash Flow Discipline and Enhanced Financial Strength

Yr 1 Cost

Synergies

+ Growth

• Combined Annualized D&A of ~$285M in 2013

(includes estimated Deal Amortization of ~$90M)

CAPITAL ALLOCATIONOF COMBINED COMPANY

PRO FORMA EBITDA PROJECTIONOF COMBINED COMPANY

~$1.7B

2013 2015

~1.6x ~1.3x ~1.0x


A Great Industrial Combination … A Stronger Pentair

EXCITING VALUE CREATION POTENTIAL

• Expect Long Term Sales Growth of ~5 to 7%

• Enriched Mix of Businesses, Verticals and Geographies

• Opportunity to Deploy Capital Structure to Drive Growth in Platforms and Return Cash to Shareholders

• Expect Full Year Run-Rate of Cost Synergies by 2015

• Estimated One-Time Costs Related to Transaction

• ~1/3 Transaction Costs (Yr 1); ~1/3 Restructuring & Other (over 3 Yrs); ~1/3 Non-cash Inventory Step-up Costs (Yr 1)

• Combined Increased Earnings Power

• Balance Sheet Flexibility to Fuel Additional Growth

>$8B

~$1.3B

~$0.40

2013 Revenue

2013 EBITDA

2013 Adjusted

EPS Accretion

Estimated

Combined

Combined

One-Time

Costs~$230M

pre-tax




Pentair, Inc.


• Mega Trends in Favor

of Combination

• Complementary

Extension of Product

Offerings & Solutions

More Scale, More Global and More Diverse

• Broader Global Reach

• Fast Growth Region

Sales ~25%

• Global Service and

Sales Coverage

• Increased Scale in High

Growth Applications

• Enhanced Product

Offerings and Solutions

• Diverse Customer Base

US and

Canada,

~40%

Fast Growth

Regions,

~25%

Western

Europe,

~20%

COMBINED PENTAIR AND TYCO FLOW

Equipment

Protection

Solutions,

~25%

Flow Control,

~30%

Water &

Fluid

Solutions,

~45%

BY APPLICATIONCOMBINED 2012 pro forma PROJECTED SALES MIX

BY PLATFORMCOMBINED 2012 pro forma PROJECTED SALES MIX

BY GEOGRAPHYCOMBINED 2012 pro forma PROJECTED SALES MIX

Industrial,

35%

Energy,

~25%

Infrastructure,

~10%

Comm’l,

~10%

Residential,

~20%

Industrial,

~35%

Developed

Non-US,

~15%


IN SUMMARY

Earnings Power >$5.00 Expected by 2015

• Two Global Industrial Leaders- Strong Alignment with Mega Trends

- Positive 2012 and Beyond Outlook for Both Companies

• Combined Strengths = Unique Value Creation Potential- $7.7B* Global Industrial Leader Serving High Growth, Attractive Markets

- Leading Company with Strong Filtration + Flow + Valves Platforms

• Expected Highly Accretive to Earnings and Future Growth - Day One Winning Combination for Pentair and Tyco Shareholders

- Substantial Cost Synergies and Long-term Value Creation Opportunities

- Strong Balance Sheet and Cash Flow to Support Growth and

Cash Returned to Shareholders

* Combined 2012 pro forma projected revenues. Tyco Flow financials calendarized to December.


Appendix


TRANSACTION STRUCTURE

Pentair

Shareholders

Tyco

Shareholders

“New Pentair”Newly Merged

Pentair/Tyco Flow Control

~52.5%

Ownership

~47.5%

Ownership

• “Reverse Morris Trust” allows for a tax-free distribution of Tyco

Flow Control equity under US and Swiss law

• Transaction is tax-free to both Tyco and Pentair shareholders

• Newly combined company retains Switzerland domicile

• Retain Pentair Name

• NYSE Listing and

PNR Ticker Remains

RMT Structure Enhances Value Creation Opportunities

“REVERSE MORRIS TRUST” TRANSACTION POST-CLOSING

Tyco

Tyco

Shareholders

Other Tyco

BusinessesTyco Flow Control

Pentair

Tax-free

spin-off

Merge

$275M net debt

pushdown

Step 1

Step 2

Tyco Flow Control(Changes name to Pentair)

Tyco

Shareholders

Pentair

Shareholders

Tyco

Shareholders


GAAP TO NON-GAAP RECONCILIATION

Pentair and Subsidiaries

Reconciliation of the GAAP "As Reported" to the "Adjusted" non-GAAP for the years ending December 31

(Unaudited)

Total Pentair Estimated * Estimated Estimated

In millions, except per-share data 2012 2013 2015

Net sales 4,700$ 8,400$ 9,700$

Operating income - as reported 370 980 1,420

% of net sales 7.9% 11.7% 14.6%

Adjustments:

Deal related costs 130 — —

Inventory step-up and customer backlog 50 50 —

Operating income - as adjusted 550 1,030 1,420

% of net sales 11.7% 12.3% 14.6%

Depreciation and amortization 140 290 310

EBITDA 690 1,320 1,730

% of net sales 14.7% 15.7% 17.8%

* Assumes the merger is effective at the end of September 2012


GAAP TO NON-GAAP RECONCILIATION

The table above sets forth a summary of certain combined financial data of the flow control business of Tyco

International Ltd. ("Flow Control"). The historical selected combined financial data have been prepared to include

all of Tyco’s flow control business, and are a combination of the assets and liabilities that have been used in

managing and operating this business. The historical combined financial data may not be indicative of Flow

Control's future performance and do not necessarily reflect what Flow Control's financial condition and results of

operations would have been had it operated as an independent entity during the periods presented.

Add: Subtract: Equals:

Year ended Qtr. ended Qtr. ended Last 12

Sept. 30 2011 Dec. 30, 2011 Dec. 24, 2010 Months

Net Income $ 325 $ 62 $ 187 $ 200

Income from discontinued operations $(172) 0 $(173) $ 1

Income tax expense $ 112 $ 27 $ 27 $ 112

Interest expense $ 52 $ 12 $ 11 $ 53

Interest income $(11) $(3) $(2) $(12)

Goodwill impairment 35 0 35 $ 0

Restructuring Impairment 4 0 1 $ 3

Adjusted Net Income $ 345 $ 98 $ 86 $ 357

Depreciation & Amortization $ 72 $ 21 $ 15 $ 78

Adjusted EBITDA $ 417 $ 119 $ 101 $ 435

Flow Control Business of Tyco International Ltd.*

a powerful combination, a stronger future -...

Documents